### EXHIBIT 10.1 - Aircraft Purchase Agreement - Kalitta Air (Redacted - 2/12)

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AIRCRAFT PURCHASE AGREEMENT
Dated as of November 24, 2010
Between
BALTIA AIR LINES, INC.
("Buyer")

and
KALIITA AIR, L.L.C.
("Seller")
One (1) Boeing 747-251B Aircraft, M/S/N 21705, Registration No. N623US

AIRCRAFT PURCHASE AGREEMENT

This Aircraft Purchase Agreemen4 dated as of November 24, 2010 (this "Agreement"), is entered
into by and between Baltia Air Lines, Inc., a New York corporation, ("Buyer") and Kalitta Air,
L.L.C., a Michigan limited liability company ("Seller").

RECITALS.

WHEREAS Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, one (1) used Boeing 747-251B airframe, bearing manufacturer's serial number 21705, and FAA
Registration No. N623US, without engines, but with all available aircraft logs, historical
maintenance records, technical manuals, data, inspection and modification records associated
therewith in possession of Seller, as described on Exhibit A hereto and made a part hereof (the
"Aircraft Documentation") (collectively, the "Aircraft").

NOW, THEREFORE, in consideration of the premises and the covenants of the parties
contained herein and for other good and valuable consideration. the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

1. Sale of Aircraft; Delivery of Aircraft; Transfer of Title to the Aircraft.

a. Sale of Aircraft. Seller hereby agrees to sell the Aircraft to Buyer, and Buyer hereby
agrees to purchase the Aircraft from Seller, on the Closing Date, as defined herein.

b. Delivery of Aircraft. Upon Buyer's satisfaction of the conditions set forth below in
Section 3(c) and Seller's satisfaction of the conditions set forth in Section 3{b), and upon Buyer
providing Seller with copies of insurance certificates evidencing Buyer's compliance with its
obligations under Section 8 (Insurance) of this Agreement, Seller shall deliver the Aircraft to
Buyer and Buyer shall accept the Aircraft at Oscoda, Michigan {the "Delivery Location") in its
"AS IS, WHERE IS" condition. Notwithstanding the Aircraft being in "AS IS, WHERE IS"
condition, Seller agrees that the landing gear will have at least three (3) years time remaining to
inspection in accordance with AD 90-25-05.

c. Transfer of Title to the Aircraft. On the Closing Date, title to the Aircraft shall be
conveyed to Buyer free and clear of any and all liens, claims and encumbrances other than any
liens, claims or encumbrances attributable to acts or events arising as a result of or in connection
with Buyer's possession, use or operation of the Aircraft following Delivery of the Aircraft
(collectively, "Excluded Claims").

d. Seller and Buyer agree to use reasonable efforts to minimize any sales, use or other
taxes which may become due as a result of the delivery or sale of the Aircraft to Buyer and may
mutually agree to have delivery in another location that would not impose a sales or use tax on
the transaction contemplated herein.

2. Purchase Price

The purchase price for the Aircraft shall be One Million One Hundred Thousand
(US$l, 100,000.00) (the "Purchase Price") which shall be payable as follows:

a. On or before the 3rdday of December, 2010, Buyer shall wire transfer the Purchase
Price to the following account ("Seller's Account"):
Fifth Third Bank
1000 Town Center
Southfield, MI 48075
Tel: (248) 603-0493

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

3. Inspection and Acceptance

a. [Intentionally Omitted]

b. Buyer has completed all inspections of the Aircraft and confirmed that it meets the applicable
delivery conditions. Buyer wilt deliver a Technical Acceptance Certificate in the form of Exhibit
B hereto upon execution of this Agreement After delivery of the Technical Acceptance
Certificate, Buyer waives all further claims as to the condition of the Aircraft, unless the Aircraft
suffers a loss or physical damage prior to Delivery or if the Aircraft is not in the same condition
on the Delivery Date as it was at the time the Technical Acceptance Certificate was executed.

4. Closing Date and Conditions Precedent to the Purchase.

b. The Closing Date shall take place on or before December 3.2010, or such other date

which shall be mutually agreed upon by Seller and Buyer.

c. The obligations of Buyer on the Closing Date are subject to satisfaction on or before the
Closing Date of the following conditions precedent with respect to the Aircraft:

i. Seller shall be in a position to furnish to Buyer title to the Aircraft free and clear of any and all
liens, claims and encumbrances.

ii.  No default by Seller of any of its obligations under the terms of this Agreement shall .exist
with respect to the Aircraft (or would exist after giving effect to the transactions contemplated
hereby or thereby to occur on the Closing Date).

iii. Seller shall have delivered an executed but undated FAA Bill of Sale and an executed but
undated Warranty Bill of Sale, in the form attached hereto as Exhibit C with Scott McCreary,
Esq. of McAfee & Taft, a professional corporations escrow agent (the "FAA Escrow Agent"), to
be held by the FAA Escrow Agent pursuant to the terms and conditions of this Agreement.

c. The obligations of Seller on the Closing Date are subject to satisfaction on or before the
Closing Date of the following conditions precedent with respect to the Aircraft:

i. Buyer shall have deposited the Purchase Price with Seller's Account in

accordance with Paragraph 2(a) of this Agreement.

ii. Buyer shall be in compliance with Section 8 (Insurance) hereof. Seller acknowledges that
Buyer has caused to be delivered to Seller certificates of insurance in form and substance
satisfactory to Seller. Buyer warrants that the certificates of insurance will not be cancelled or
modified prior to closing.

m. No default by Buyer of any of its obligations under the terms of  this Agreement shall exist
with respect to the Aircraft (or would exist after giving effect to the transactions contemplated
hereby or thereby to occur on the Closing Date).

iv. Buyer shall have delivered to the FAA Escrow Agent an executed but undated Delivery
Receipt for the Aircraft in the form set forth in Exhibit D attached hereto.

d. Upon satisfaction of each of the conditions set forth in Sections 3(b)-3(c), the FAA Escrow
Agent shall date and release the FAA Bill of Sale and the Warranty Bill of Sale to Buyer and date
and release the Aircraft Delivery Receipt to Seller.

5. Destruction of the Aircraft Prior to the Closing Date.

In the event of an actual total loss of the Aircraft prior to the Delivery, or in the event the Aircraft
is damaged prior to the Delivery and said damage is not repaired within sixty (60) days
thereafter, this transaction shall be terminated, in which event this Agreement shall be at an end,
the Purchase Price shall be returned to Buyer, and neither party shall have any claim against the
other with respect to the Aircraft. In the event the Aircraft or any part thereof is damaged or
destroyed after delivery of the Aircraft to Buyer and prior to the Closing Date, Buyer shall remain
obligated to purchase the Aircraft at the original Purchase Price.

6. Disclaimer of Warranties.

a. Seller warrants that upon satisfaction of each of the conditions set forth in Section

3(c) with respect to the Aircraft, Seller shall deliver to Buyer a Bill of Sale duly vesting in Buyer
good title to the Aircraft, free and clear of all liens, claims and encumbrances but specifically
excluding the Excluded Claims.

NOTWITHSTANDING ANY OF THE OTHER PROVISIONS OF THJS AGREEMENT, THE
AIRCRAFT PURCHASED HEREUNDER IS BEING PURCHASED IN "AS IS, WHERE IS"
CONDITION, AND, EXCEPT AS TO SELLER'S TITLE TO THE AI RCRAFT, SELLER
MAKES NO EXPRESS WARRANTIES OR REPRESENTATIONS OF ANY KIND Either
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE
AIRCRAFT OR ANY PARTS THEREOF, OR WITH RESPECT TO THE AIRCRAFT
DOCUMENTATION PERTAINING THERETO, DELIVERED OR TRANSFERRED
HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR
REPRESENTATION REGARDING THE AIRWORTHINESS, SERVICEABILITY,
DELIVERY CONDITIONS, VALUE, DESIGN, OPERATION, COMPLIANCE WITH
SPECIFICATION, CONSTRUCTION, PERFORMANCE, OR FITNESS FOR ANY
PARTICULAR PURPOSE WHATSOEVER OF THE AIRCRAFT OR THE COMPLETENESS
OR ACCURACY OF THE AIRCRAFT DOCUMENTATION, AND BUYER WAIVES AND
RELEASES ALL OTHER WARRANTIES, GUARANTEES, DELIVERY CONDITIONSOR
LIABILITIES, EXPRESSED OR IMPLIED, ARISING BYLAW OR OTIIERWJSE
(INCLUDING WITIIOUT LIMITATION, ANY OBLIGATION OF SELLER WITII RESPECT
TO DIRECT OR CONSEQUENTIAL DAMAGES), AND WHETHER OCCASIONED BY
SELLER'S NEGLIGENCE OR ARISING FROM STRICT LIABILITY 1N TORT. SELLER
FURTHER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY (A) ARISING FROM
COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, (B) OF
FREEDOM OF THE AIRCRAFT FROM ANY RIGHTFUL CLAIM BY WAY OF PATENT
INFRINGEMENT OR THE LIKE, AND (C) OF THE ABSENCE OF LA1ENT OR OTHER
DEFECTS, WHETHER OR NOT DISCERNIBLE.

1. c. NOTWITHSTANDING ANYTHING TO THE FOREGOING IN THIS AGREEMENT,
NEITHER PARTY SHALL BE LIABLE AND EACH PARTY EXPRESSLY AGREES TO
WAIVE, RELEASE AND HOLD HARMLESS THE OTHER FOR SPECIAL  INCIDENTAL
OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF PERFORMANCE
OR NON-PERFORMANCE UNDER THIS AGREEMENT.

7. Representations.

a. Authority of Buyer and Seller. Seller and Buyer each represents to the other that it has full
power, authority and legal right to enter into and perform this Agreement and the execution,
delivery and performance of this Agreement has been duly authorized by all necessary action on
each party's behalf, does not require any approvals or consents and does not contravene any law
binding on either party or contravene any agreement to which either is a party or by which it is
bound, or any law, governmental rule, regulation or order. Neither party is a party to any
agreement or instrument or subject to any charter or other restriction which will adversely affect
its ability to perform its obligations under this Agreement. Neither the execution and delivery of
this Agreement nor the consummation of any of the transactions contemplated hereby requires
the consent or approval of, the giving of notice to or the registration with or the taking of any
other action in respect of, any United States or foreign government authority or agent. This
Agreement constitutes a legal, valid and binding obligation;enforceable in accordance with the
terms hereof.

b. No Broker. Seller and Buyer represent to each other that no agent, broker or other
third party has procured or otherwise participated to any extent in any negotiations nor is entitled
to any compensation therefore. Each party shall be responsible for and shall indemnify and hold
the other party harmless from and against any and all claims, demands, liabilities, damages,
Losses and judgment arising out of its own involvement with or negotiations with or in respect to
any agent. broker or other third party as a result of this transaction.

8. Indemnification

Buyer agrees to indemnify, reimburse, defend and hold harmless Seller from and against any and
all claims, damages, losses, liabilities, demands, suits, judgments, causes of action, legal
proceedings, whether civil or criminal, penalties, fines and other sanctions, and any reasonable
attorney's fees and other reasonable costs and expenses in connection herewith or therewith,
which arise and/or accrues after Delivery of the Aircraft(any and all of which are hereafter
referred to as "Claims"), which in any way may result from, pertain to or arise in any manner out
of: (1) the Aircraft or the breach of any representation, warranty or covenant made by Buyer
hereunder; or (2) the condition, purchase, disposition or use, maintenance or operation of the
Aircraft either in the air or on the ground after Delivery; or (3) any defect in the Aircraft (whether
or not discovered or discoverable by Buyer or Seller) arising from the material or any articles
used therein or from the design, testing, or use thereof or from any maintenance, service, repair,
overhaul, or testing of the Aircraft, whether or not the Aircraft is in the possession of Buyer, and
regardless of where the Aircraft may then be located; or (4) any transaction, approval, or
document contemplated by this Agreement or given or entered into in connection herewith;
provided, however, that Buyer shall not indemnify Seller for any Claims caused by the willful
misconduct or gross negligence of Seller or for injury or death to Seller's employees occurring
during the course of their employment.

9. Insurance.

Effective upon delivery of the Aircraft to Buyer, Buyer shall maintain, or cause to be maintained,
with respect to the Aircraft, comprehensive airline liability insurance, including war risk
insurance, and covering bodily injury (including passengers) and property damage liability,
baggage, cargo and mail liability (including product liability and completed operations)
insurance, with all such insurance coverage issued by financially sound and
internationally-recognized and reputable insurance earners. This insurance must include a
specific contractual liability endorsement covering Buyer's indemnification responsibilities under
this Agreement, at no cost to Seller with limits of at least $500,000,000 U.S. Dollars per
occurrence (except for products and personal injury liability coverage which will be in the
aggregate). Such insurances shall (1) name Seller and its officers, employees, agents and
representatives as additional insureds, (2) contain a waiver of subrogation clause in favor of such
additional insureds, excepting therefrom losses resulting from the gross negligence or willful
misconduct of Seller, (3) contain a standard severability of interest and cross-liability clause, (4)
contain a provision requiring Buyer's insurers to provide the additional insureds with a written
notice of any cancellation or adverse material change in such insurance and such cancellation
shall not be effective for thirty (30) days, seven (7) days in the case of war risk or allied perils,
after written notice of such cancellation or adverse material change is received by the additional
insureds, and (5) the additional insureds, at their or its option, may pay any premium or premium
installment (which sums shall be immediately

reimbursed by Buyer to Seller) within thirty (30) days of notice of cancellation without any lapse
of coverage. Except as otherwise set forth above with respect to war risk insurance, the insurance
to be maintained under this Section with respect to the Aircraft shall remain in full force and
effect for two (2) years from the Closing Date.

10. Taxes.

The Purchase Price for the Aircraft does not include any taxes, duties or other similar fees.
Buyer assumes and agrees to pay all such taxes, duties and other similar fees, including all state and
local taxes, sales and use taxes, and assessments imposed by the taxing authority of the U.S.
government ("Taxes''), but excluding any federal, state or local gross or net income taxes or
franchise taxes or taxes imposed by any government other than the U.S. ("Excluded Taxes"), if any,
imposed upon Seller prior to the Closing Date with respect to the Aircraft, and to indemnify and
hold Seller harmless from and against the payment of any and all such Taxes incurred in connection
with the transaction herein set forth, but excluding any Excluded Taxes. The parties further agree to
furnish each other with such documents and certificates as they may reasonably request in
connection with any claims of exemptions from the payment of any taxes, assessments or other fees.
If reasonably requested by Buyer in writing, Seller shall, at its option, contest or permit Buyer to
contest the amount or applicability of such tax(es), at Buyers expense. Seller and Buyer agree to
use reasonable efforts to minimize any sales, use or other taxes which may become due as a result of
the sale of the Aircraft.

11. Assignment of Manufacturer's Warranties

Upon delivery of the Aircraft, Seller shall, to the extent possible, grant to Buyer the rights and
benefits of any warranties of manufacturers,which may exist at that time in favor of Seller with
respect to the Aircraft and the Engines. Seller shall execute and deliver the appropriate
instruments and documents and do whatever else is reasonably necessary to secure such rights in
favor of Buyer.

12. Excusable Delay.

Neither party shall be liable to the other nor deemed to be in default on account of any delay in
the delivery of the Aircraft, or in the performance of any other act to be performed by such party
under this Agreement, beyond such party's control and not occasioned by its fault or negligence,
including, by way of illustration and not of limitation, acts of God or the public enemy, acts of
government, civil war, insurrection or riots,fires, floods, explosions, earthquakes or other
casualties, inability to obtain or delays in delivery of necessary parts or material, strikes, labor
troubles causing cessation, slowdown or interruption of work or the repair of damage for which
such party may be responsible hereunder, provided, however, that should any such delay exceed
sixty (60) days after the Closing Date, either party shall have the option on written notice of
canceling its obligations hereunder.

13. Governing Law; Service of Process:Waiver of Jury Trial.

a. This Agreement shall be governed by, and controlled as to validity, enforcement,
interpretation, construction, effect and in all other respects by,the laws of the State of Michigan
and the United States of America, without any reference to any conflict of law provisions thereof.

b. Any Lawsuit arising out of this Agreement will be litigated in the Circuit Court for Washtenaw
County, Michigan, or, if original jurisdiction can be established, in the United States District
Court for the Eastern District of Michigan. The parties expressly submit to the jurisdiction of
Michigan courts. In the event of any legal proceedings arising out of or relating to this
Agreemen4Seller and Buyer agree and consent to service of process by any means allowed by
Jaw, including but not limited to mail delivery or any other manner of service which provides for
actual receipt and return of service and/or any other method or procedure allowed by law. Process
may be served upon any officer, director, employee or agent of the parties, or any other
individual authorized by law.

d. THE PARTIES HERETO HEREBY WAIVE THE RIGIIT TO TRIAL BY JURY AS TO
ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH TH1S AGREEMENT.

14. Miscellaneous.

a. Assignment. Neither party shall assign this Agreement or any right or obligation hereunder
without the prior written consent of the other party hereto, which consent shall not be
unreasonably withheld; provided, that any party may assign this Agreement to an affiliate of such
party without consent, but the assigning party will remain obligated hereunder as though no such
assignment had been made.

b. Waiver. Either party may, by written notice executed by their duly authorized officers, waive
any right or power accruing to it hereunder but no delay or failure on the part of either party
hereto to exercise any right or remedy shall operate as a waiver thereof, any right or remedy shall
not preclude other or further exercise thereof or the exercise of any other right or remedy. The
waiver of either party of performance of any term, covenant or condition of this Agreement in a
particular instance shall not constitute a waiver of any subsequent breach or preclude such party
from thereafter demanding performance thereof in accordance with the terms hereof.

c. Notices. All notices and other communications hereunder shall be in writing and shall be
mailed by first-class mail, postage prepaid, or sent by telex or telecopier, addressed (a) if to
Buyer,at the following addresses:

Baltia Air Lines, Inc. JFK Airport Terminal 4

Room 262.089

Jamaica, NY 11430

Attn: Igor Dmitrowsky

Tel:(718) 244-8880

Fax:(718) 244-8882

or at such other address for such purpose as Seller shall have furnished to Buyer in writing, or (b)
if to Seller, at the following address:

KALIITA AIR, L.L.C.

818 Willow Run Airport

Ypsilanti, Michigan 48198

Attn: Mr. Eric Couvreur

Telephone:(734) 544-7020

Fax:(734)544-5008

with a copy to:

Kelsey Law Group, P.C.

2395 S. Huron Parkway

Suite 200

Ann Arbor, Michigan 48104

Attn: George W. Kelsey

Telephone:(734) 973-1222

Fax:(734) 973-1223

d. Headings. The headings of the Sections herein are for convenience only and shall not affect the
construction hereof.

e. Written Changes Only. No term or provision of this Agreement may be changed or waived
orally,but only by an instrument in writing signed by both parties hereto.

f. Severability. Any provision of this Agreement that may be prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or unenforceability in such
jurisdiction only, without invalidating the remaining provisions hereof in such jurisdiction and
without invalidating any of the provisions hereof in any other jurisdiction.

g. Integration. This Agreement is the complete and exclusive agreement of the parties hereto with
respect to the subject matter hereof and supersedes all prior oral and written communications,
proposals, agreements, representations, statements, negotiations and undertakings.

h. Expenses. Each party shall bear its own expenses in connection with this transaction, including
costs of counsel and other fees and expenses associated therewith.

i. Counterparts. This Agreement may be executed in counterparts, all of such executed
counterparts together constituting one and the same Agreement. Signatures transmitted by
facsimile shall be sufficient to constitute execution by the parties hereto.

j. Confidentiality The parties agree to keep the terms and conditions of this Agreement
confidential except as it relates to such information required for financing of the Aircraft by
Buyer and participants in financing offered by Seller and as reasonably necessary or required, to
auditors, regulators, the courts and similarly situated persons or entities.

IN WITNESS WHEREOF, Seller and Buyer have caused this Aircraft Purchase Agreement to be
executed by their respective officers as of this 24th day of November, 2010.

SELLER:

KALITTA AIR, L.L.C.

Name: Conrad Kalitta 

Title: President

BUYER:

BALTIA AIR LINES, INC.

Name Igor Dmitrowsky


Title: President

EXHIBIT A

AIRCRAFT DOCUMENTATION

Airframe

1. Aircraft Maintenance Manual (AMM)

2. Aircraft illustrated Parts Catalog (lPC)

3. Aircraft Wiring Diagram Manual (WDM)

4. Aircraft Weight and Balance Manual (WBM)

5. Aircraft Weight and Balance Report

6. Aircraft Historical Flight Logs

7. Aircraft Historical Maintenance Records

8. Aircraft Engineering Order (EO) Completion List

9. Aircraft EOs Confirming AD Compliance

10.Aircraft Service Bulletin (SB) File List

11. Aircraft Time Log (ACTL) Report (includes Aircraft, Engines, and Components)

12.Aircraft Life Limited Parts Records,including back to birth traceability on all LLPs, ine case,if
and to the extent that such. records remain in Seller's possession

13.Aircraft Accessories (Time/Cycle Controlled) Records

14.Aircraft Airworthiness Directive (AD Status Report)

15.Operator's Flight Manual (AFM)

16. Copy of all Engineering Orders pertaining to the Aircraft

The above documents are provided as they were provided to Kalitta from previous owner.

EXHIBIT B

TECHNICAL ACCEPTANCE CERTIFICATE

This Technical Acceptance Certificate is given, on and as of the date set forth below, by Baltia
Air Lines, Inc. ("Buyer") to Kalitta Air, L.L.C. ("Seller") pursuant to the Aircraft Purchase
Agreement dated as of November 24, 2010 between Buyer and Seller (hereinafter referred to as
the 11Agreement:'terms used herein being used as defined in the Agreement):

Buyer hereby indicates and confirms to Seller, its successors and assigns, that Buyer has, at 11
o'clock a.m. EST on this 24th day of November, 2010, completed its inspection of and accepted
for purposes of technical compliance with the terms of the Agreement, the following Aircraft
relating thereto:

One (1) Boeing 747-251B airframe (in "AS IS, WHERE IS" condition), bearing manufacturer's
serial number 21705, and FAA Registration No. N623US, without engines, but with all available
aircraft logs, historical maintenance records, technical manuals; data, inspection and modification
records associated therewith in possession of Seller.

Baltia Air Lines, Inc.

/signed/

Title: President

EXHIBIT C

WARRANTY BILL OF SALE

For and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, KALIITA AI L.L.C.("Seller"), owner
of the full legal and beneficial title of the item described below:one (I) used Boeing 747-2518
airframe (in "AS IS, WHERE IS"condition), bearing manufacturer's serial number 21705, and
FAA Registration No. N623US, without engines, but with all available aircraft logs, historical
maintenance records, technical manuals, data, inspection and modification records associated
therewith in possession of Seller (collectively, the "Aircraft") does hereby sell, grant, transfer and
deliver all its full legal and beneficial title, title rights and interest in and to said Aircraft unto
BALTIA AIR LINES, INC. "BUYER"), and its successors and assigns to have and to hold said
Aircraft forever. This Warranty Bill of Sale is made pursuant to that certain Aircraft Purchase
Agreement made the 24th day of November, 2010, by and between Seller and BUYER
("Purchase Agreement"). to which reference is made and which sets forth the rights, obligations
and limitations of the parties. Seller hereby warrants to BUYER, its successors and assigns, that
there is hereby conveyed o BUYER on the date hereof, good title to the Aircraft, free and clear of
any and all liens, claims nd encumbrances, other than Excluded Claims, as defined in the
Purchase Agreement, and Seller ill warrant and defend such title forever against such claims.
This Bill of Sale is governed by the laws of the State of Michigan.

IN WITNESS WHEREOF,
Seller has caused this Warranty Bill of Sale to be executed by its respective officer this ___ day
of 2010.

Seller:

KALITTA AIR, L.L.C.

Name: Conrad Kalitta 

Title: President

EXHIBIT D

AIRCRAFT DELIVERY RECEIPT

The undersigned, on behalf of, and as the duly authorized agent of BALTIA AJR LINES, INC.
("Buyer"), hereby acknowledges receipt from KALITIA AIR, L.L.C. ("Seller"), of the delivery to
Buyer at this day of 2010, of the following:

one (1) used Boeing 747-251B airframe (in "AS IS, WHERE IS"condition), bearing
manufacturer's serial number 21705, and FAA Registration No. N623US, without engines, but
together with all available aircraft logs, historical maintenance records, technical manuals, data,
inspection and modification records associated therewith in possession of Seller, as described on
Exhibit A of the Aircraft Purchase Agreement ("Purchase Agreement"), dated as of the 24th day
of November, 2010 between Seller and Buyer (the "Aircraft Documentation") (collectively, the
"Aircraft"). in accordance with the terms of the Aircraft Purchase Agreement.

Execution of this Delivery Receipt is further acknowledgment of Seller's full compliance

with its contractual obligations set forth in the Purchase Agreement.

Buyer's execution of this delivery receipt constitutes Buyer's acknowledgment that
notwithstanding any of the other provisions of the Purchase Agreement, the Aircraft purchased
hereunder is being purchased in "as is, where is" condition, and, except as to Seller's title to the
Aircraft, Seller makes no express warranties or representations of any kind either express or
implied, statutory or otherwise, with respect to the Aircraft or any part thereof, or with respect to
the Aircraft and Engine Documentation pertaining thereto, delivered or transferred hereunder,
including but not limited to any warranty or representation regarding the airworthiness,
serviceability, delivery conditions, value, design, operation, compliance with specification,
construction, performance, or fitness for any particular purpose whatsoever of the Aircraft or the
completeness or accuracy of the Aircraft and Engine Documentation, and Buyer waives and
releases all other warranties, guarantees, delivery conditions, or liabilities, expressed or implied,
arising by law or otherwise (including without limitation, any obligation of Seller with respect to
direct or consequential damages), and whether occasioned by Seller's negligence or arising from
strict liability in tort. Seller further disclaims any express or implied warranty (a) arising from
course of performance, course of dealing or usage of trade, (b) of freedom of the Aircraft from
any rightful claim by way of patent infringement or the like, and (c) of the absence of latent or
other defects, whether or not discernible.

N WITNESS WHEREOF, Buyer has caused this Aircraft Delivery Receipt to be executed by its
respective officer this day of December.2010.

BUYER:

BALTIA AIR LINES,INC.

By: /signed/